HomeMy WebLinkAboutC10-009 Eagle Park Reservoir Co. Shareholders ResolutionRESOLUTION
OF THE SHAREHOLDERS OF
THE EAGLE PARK RESERVOIR COMPANY
The undersigned, being all of the shareholders of the Eagle Park Reservoir
Company (the "Company"), hereby adopt the following resolution regarding the further
amendment of the Company's Articles of Incorporation as currently amended (the
"Articles") as a result of a vote taken at the special meeting of the shareholders of the
Company, who were duly noticed and convened on the 29th day of October, 2009:
WHEREAS, the Company owns and operates the Eagle Park Reservoir located in
Eagle County, Colorado;
WHEREAS, Eagle Park Reservoir as enlarged has a firm year yield of 2,089 acre
feet;
WHEREAS, the Articles, as amended by Resolution adopted on September 24,
2008, currently authorize the issuance of 20,890 Class A shares of common stock,
consisting of 11,000 Class A Series 1 shares and 9,890 Class A Series 2 shares, based on
the firm year yield of Eagle Park Reservoir;
WHEREAS, the Articles provide that each Class A share entitles the holder
thereof to one-tenth of one acre-foot of the firm year yield of Eagle Park Reservoir, as
such yield is defined by the Company;
WHEREAS, the Company and the City of Aurora have negotiated a Water
Delivery Agreement dated , 2009 (the "Water Delivery Agreement"),
whereby the Company is entitled to the release of water from Homestake Reservoir when
the amount of water in Eagle Park Reservoir falls below certain levels;
WHEREAS, the Company has determined that the effect of the Water Delivery
Agreement is to increase the firm year yield of Eagle Park Reservoir by 500 acre feet;
WHEREAS, by virtue of the Water Delivery Agreement and the fact that each
Class A share represents one-tenth of one acre foot of the firm year yield of Eagle Park
Reservoir, it is appropriate to authorize and issue an additional 5000 Class A shares (the
"Additional Shares"):
WHEREAS, the allocation and issuance of the Additional Shares shall be based
on the amounts paid to Aurora by the existing and new shareholders under the Water
Delivery Agreement, rounded to the nearest whole or half acre foot amount;
WHEREAS, it is appropriate that the Additional Shares be issued as Class A
Series 2 shares;
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WHEREAS, the Company's ownership of Eagle Park Reservoir is subject to the
right of Vail Associates, Inc. to acquire up to an additional 1,000 acre feet of any firm
yield created by any enlargement of Eagle Park Reservoir, on the terms and conditions
set forth in the Purchase Agreement dated April 9, 1993, between Vail Associates, Inc.
and the Climax Molybdenum Company, which right is defined therein and herein as the
"Enlargement Option."
WHEREAS, the parties desire to clarify that the issuance of the Additional Shares
shall have no effect on the Enlargement Option.
NOW, THEREFORE, BE IT RESOLVED that the following actions are
hereby approved by all of the shareholders of the Company:
1. Effective Date. This Resolution shall be contingent upon and become
effective upon the full execution of the Water Delivery agreement by the Company and
Aurora (the "Effective Date").
2. Approval of Amendment. The Articles of Amendment in the form
attached hereto as Exhibit A are hereby approved. On the Effective Date, the Secretary
of the Company is directed to file such Articles of Amendment with the Colorado
Secretary of State.
3. Issuance of Additional Shares. On the Effective Date, the Company shall
issue 5000 additional Class A Series 2 shares to be allocated as follows:
Shareholder Existing Number of Number of Total Number of
Class A Shares Additional Class A Class A Shares
Owned Shares Issued Owned
Vail Associates, Inc. 11,000 Series 1 1,670 Series 2 11,000 Series 1
420 Series 2 2,090 Series 2
Eagle River Water 3,420 Series 2 925 Series 2 4,345 Series 2
and Sanitation
District
Colorado River 1,810 Series 2 495 Series 2 2,305 Series 2
Water Conservation
District
Upper Eagle River 4,240 Series 2 1,150 Series 2 5,390 Series 2
Water Authority
Board of County 0 760 Series 2 760 Series 2
Commissioners of
Eagle County
TOTALS 11,000 Series 1 5,000 Series 2 11,000 Series 1
9,890 Series 2 14,890 Series 2
20,890 total Class A 25,890 total Class A
33190 2
4. Effect on Enlargement Option. As set forth in the Resolution of the
Company dated September 24, 2008, Vail Associates, Inc.'s Enlargement Option is
currently 958 acre feet of any firm annual yield created by any future enlargement of
Eagle Park Reservoir. It is hereby confirmed and agreed by all of the undersigned that
the Enlargement Option in the amount of 958 acre feet remains in full force and effect.
BE IT FURTHER RESOLVED that nothing herein is intended or shall be
construed to abandon, diminish, or impair any water rights owned by the Company, and
the issuance of the foregoing Class A Series 2 shares to the Board of County
Commissioners of Eagle County will not entitle it to a guaranteed seat on the Company
board of directors.
BE IT FURTHER RESOLVED that the officers and attorneys for the Company
are authorized to draft and execute any documents consistent with or useful in
implementing the provisions of this Resolution.
BE IT FURTHER RESOLVED that the shareholders hereby ratify, approve,
and confirm all actions previously taken by any officer of the Company in connection
with the foregoing.
Dated this
day of
UPPER EAGLE REGIONAL WATER
AUTHORITY
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B y. O~-,
Name: ~d~ ~,~ r F~.~T~N'
Title:
EAGLE RIVER WATER AND
SANITATION DISTRICT
Name: /2 lei tF~2.r~"'P_...°~-
Title: G- f7~~/~-
2009.
COLORADO RIVER WATER
CONSERVATION DISTRICT
Name: ~~~ lti~,.,~ ~ C ~ R.c, ~.., ~ ~
Title: Ge.~ ~ F~...~.dw
VAIL ASSOCIATES, INC.
By _ ~ ~
Name: i h~ ,~, <; s ~ AJ~~ -, l K
Title: 5h•~~thv/ tr ~ yi7."~~a-~ti; ~~ ~-,
3190
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Accepted and agreed to this '~~ day of I~ , g6~:
BOARD OF COUNTY COMMISSIONERS
OF EAGLE COUNTY, CO~,.ORADO
Name: ~~~ ,. ~ ~ O ~ ~ ~-y~
Title: '' '~ ~ {,~ USYVtN1~~
33190 ,~
